184 WASCO BERHAD SECTION 5 COMMITMENT TO GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT (c) Board Sustainability Committee The Board Sustainability Committee (“BSC”) comprises of three (3) Sub-Committees namely:- - Risk Management Committee - Integrity Committee - Sustainability Steering Committee The BSC comprises exclusively of Non-Executive Directors and the majority of whom are independent. The Chairman of the BSC is an Independent Director. The BSC assists the Board in fulfilling its corporate governance and oversight responsibilities in relation to the relevant Acts, Laws, Requirements, Codes, Regulations and Policies governing the Company. The BSC oversees the development and implementation of the Group’s sustainability-related framework, anti-bribery and corruption compliance, anti-money laundering compliance, risk management framework and all other relevant compliances and their related policies and frameworks. The BSC reports and updates the Board on matters and findings by the BSC and makes the necessary recommendations to the Board within its terms of reference or as authorised by the Board. The information on the BSC and its Terms of Reference including its functions are available on pages 170 to 174 of this Annual Report. The Terms of Reference and duties and responsibilities of the BSC were last reviewed by the Board on 24 August 2023 and they are available on the Company’s website at www.wascoenergy.com. i. Risk Management Committee The Risk Management Committee (“RMC”) consists of at least four (4) members as decided by the Group CEO or the BSC. The RMC is chaired by the Chief Financial Officer and its members may comprise of Divisional CEOs, Chief Information Officer, Head of Finance, Heads of Business Unit/ Divisions, Heads of Department and Head of Risk Management. The Committee meets at least four (4) times a year to discuss, assess, manage and mitigate risks associated with the respective Business Units and Divisions and the Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads of the Business Units/Divisions and are based on which WB Group’s key risks are identified for monitoring. Potential new investments or divestments are tabled to the RMC for comprehensive risks assessment review and deliberation on the risks associated with the proposed investment before the said proposed investment is tabled to the AC and/or BSC for review and evaluation before tabling to the Board for approval. The AC and/or the BSC will consider and evaluate the feasibility of the investment related proposals by taking into account the comprehensive feasibility study, due diligence reports, valuation reports and/or other relevant reports in accordance with the standard operating procedures. With the threshold limits of the value of the investment related proposals being established to determine the relevant approvals required. The role of the RMC has been expanded to cover the areas of risks related to sustainability and regulatory (including anti-competition, anti-money laundering and cybersecurity) of the WB Group. The RMC reports to the BSC on matters and updates pertaining to sustainability and regulatory risks of the Group on a quarterly basis. The RMC has embedded bribery and corruption risk in the risk register and in the annual risk assessment of WB Group.
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